Reading Buy-Sell Agreements

I've reflected about the many buy-sell agreements I've reviewed in recent years. From the list, let's focus on four that have issues with either what appraisers call the level of value or with appraiser qualifications. Any facts have been altered, of course, to protect the innocent (or guilty) as the case may be.

  • Family business, latter-1980s . This agreement provides a put to family members at either an agreed-upon price (which did not exist currently) or based on an appraisal process. There are issues in the appraisal-selection process and in the definition of value that would render a valuation process involving as many as three appraisers problematic.
  • Family business, mid-1980s. A family member died and the buy-sell agreement was triggered. Everyone assumed that the valuation called for in the agreement was at the nonmarketable minimum level, since the interest involved was about 30%. Upon reading the agreement, it is clear to me that the valuation language called for an enterprise value, without minority interest or marketability discounts.
  • Closely held business, early 2000s . The agreement calls for an appraisal of the Company, ie, at an enterprise level, but then leaves to the appraiser the decision of whether any valuation discounts apply to a particular shareholder's interest. There are no agreed upon qualifications for the appraisal selection process. If a dispute arises, up to two additional appraisers could be used, who could also exercise their judgment regarding whether valuation discounts apply.
  • Closely held business, recent vintage . This agreement was sensitive to defining an enterprise value in the valuation process, but had later language that raised questions about this conclusion. With no qualifications established for the appraisal selection process, any valuation process is at consideration risk relating to the selection of the appraiser (s).

What's the point of all this?

  • If you have a buy-sell agreement, get it out and read it.
  • If you have clients with buy-sell agreements, ask them to let you read the agreements on their behalf.
  • Think about the valuation process when you do.



Source by Z. Christopher Mercer

Fourth Grade Science Fair Projects

Fourth grade students are very energetic and their span of attention or concentration is very small. Above that, they want to observe, infer, predict and classify anything taught on science. Learning by doing is a good concept and it registers in their young minds and they can never go wrong in their examinations. For this, a lot of schools conduct fourth grade science fair. Here, all the fourth grade science fair projects will be displayed.

The children explain their fourth grade science fair projects, while the others watch these projects and learn. Teaching them in a play way method is very effective. Here are few fourth grade science fair projects for this age group.

Salt increases the density of water. Add four to five tablespoons of salt in a glass of water stir it nicely and float an egg. Also add little more luke-warm fresh water and check, the egg will float in-between the salt and the water. Try using sugar or flour in the water the egg will sink.

Which water is good for plants can be made as a project by selecting a pot with some seeds; one pot can be watered with tap water, the other pot to be watered with only rain water. Check the growth for seven weeks; the rain water watered pot is better.

Will plants grow with a liquid other than water can be done in an effective project by selecting four pots, Water the first pot with water, second one with vinegar, third one with orange juice and fourth one with milk. The result is the one with water grows the maximum, the one with vinegar dies as it is an acid, the one with orange juice and milk also grows but nowhere near as much as the pure source.

A fourth grade science fair project to test which environment is best for plants. Take three pots, one with sand, one with soil, and one with gravel and put few seeds in each pot, wet them at regular intervals and make a graph, the seeds in the soil grew the maximum.

Classification of mammals — Mammals are found every where. Polar bears in cold areas, camels in hot areas, moles live under the ground, bats live in caves and flies in the air and dolphins live in oceans. Fur and fat help them to protect themselves in cold regions and they sweat and pant to release their extra heat. A fourth grade science fair project can be made by cutting and pasting picture of mammals and their place of rest.

Sunflower house project: On the ground draw a square and plant sunflower seeds leaving enough space between two seeds all in the perimeter of the square, but don’t forget to leave a little space in the front side for the door. Once the sunflower plants grow one inch, plant bean seeds around each sunflower plant. As they grow the beans will climb up the sunflower stalks and create a wonderful playhouse for the children. In this way they learn the characteristics of creepers, flower plants, trees, shrubs etc.

Excellent features of sunflowers are we can get oil, easy to grow and a good bird feeder, Make a sun and a flower and label its uses.

Life cycle of a butterfly – egg, caterpillar, cocoon and then a beautiful butterfly can be made live in your garden.

A Bird house can be made in wood, to encourage birds to come and live. Observe the birds and their habits.

Instincts can be taught in a project form by showing baby birds open their mouth for food, baby turtles know to go to the sea when their eggs hatch.

Children at this age group should be given simpler fourth grade science fair projects to keep them occupied. Once they are occupied and disciplined, teachers job become easier to make them learn and enjoy schooling.



Source by Jordan Matthews

Sex And The City – Loved The Show – Can’t Wait For The Movie!

I love all the girls, but my favorite is Carrie. Sarah Jessica Parker has always charmed me, but as Carrie in SEX AND THE CITY she continued, week after week, to take me along on her emotional roller coaster rides. Big (Chris Noth) broke my heart as well as hers. I felt her pain as she pushed and pulled Aiden (John Corbett) in their relationship. Jack Berger (Ron Livingston) hurt me in the way he treated Carrie. Post-It notes will never have any other meaning! Last, there’s Aleksandr (Mikhail Baryshinokov) who will never be forgiven.

Carrie’s friends became my friends. Kim Cattrall plays Samantha, the wonderfully confident (most of the time) woman who takes the world by its balls. To name all her men would take a lifetime, but the touchingly good, Smith (Jason Lewis), and the dreadfully bad, Richard (James Remar), are both in one of the best tear-jerking scenes in the series.

Miranda (Cynthia Nixon) is the guilt-ridden lawyer who is, most of the time, the most levelheaded friend. The most unlikely relationship develops with Steve (David Eigenberg), a bartender and, eventually, the father of her baby. It doesn’t’ work out, and then there’s Dr. Robert Leeds (Blair Underwood). She did break up with him for a very good reason, but I hated to see him go!

Charlotte (Kristin Davis) is the na├»ve, forever-optimistic friend. When she gets depressed, it’s justified because she seems to have the worst luck. Once she lands Trey MacDougal (Kyle MacLauchlan) her real troubles begin, the main one the haughty, controlling mother-in-law. Never has anyone wanted a child more, or had more difficulty.

The last season of SEX AND THE CITY was so emotional that I cried at least once during every episode. It was still a comedy, but dealt with so many important issues. The girls really came through some tough situations, mainly because they had each other. When I watched it again on the Fox reruns I was so disappointed that they left out so many great moments. Can’t wait for the movie!



Source by Candice Carlson

Testosterone Based Fashion Mistakes – Jeans

Jeans define you. Who you are. Where you live. What you ate this morning. How you got to work. Your maritime status. The lot. I can sense you rolling those eyes of yours like a slot machine, but do not gamble just yet. Jeans give you your texture, your personal touch and, in rare yet pleasurable occurrences, can make women want to grope your ass. As such it is imperative that you find the right jeans for you by any means necessary – I'm talking save, loan, bribe and steal – no scrap the last one, advocating theft would tarnish my squeaky clean reputation.

As you can imagine finding the right jeans for each prototype is no easy task. Shopping for all clothing requires certain guidelines or at least principles to point you in the right direction. Some might say these would center on your butt – the sun to our denim solar system, but the connoisseurs of the fashion factories would tell you that it revolves around meeting requirements in terms of fit and style. I'm sure you are aware of friends and strangers who fall into the trap of buying and, furthermore, branding the oh so generic 'regular' jeans with the standard plain blue wash (no fade) and common brown stitching. This 'regular' variety qualifies supremely in the fit category but why leave style to rot when you can satisfy both, like a threesome? Of course the fit is important but in all honesty I would favor a fashionable pair over a tailor yet not so sexy mistake.

You must learn to make jeans your own. The reason why there is margin for error on the measurement side of things is because there is no set way in which you must wear them; the same jeans worn loose can accentuate the curves the tight fit suppresses. This can be favorable or detrimental depending on the style you are sponsoring. Without you are investing in pitch black jeans I would advise you to look for a pair with something different and original about them. This would ideally begin with the wash. At minimum a slight fade from the sides to the front is a must. It adds definition and emphasizes the unique shape your body provides.

Avoid jeans with a wash that fades too much, akin to forming two different colors on the spectrum. This look is popular in Africa and abroad but it makes you look like a relatively recent acquisition for the homeland. Ripped jeans are cool within reason and different stitching can most definately add a lot of charisma to an otherwise characterless pair. Do not fold them up. Find the right size or one you can work with, but the good old fold-and-behold technique is no longer viable in the vogue of today. Usually blue, jeans and their greenish variations are casual wear, white jeans are loud and flashy, black is suave and slick.

Whichever jeans you do wear, remember that there is no 'I' in jeans. Your denim is part of a team. The fabric team which defines your outward appearance to the world, and in order to work correctly, your jeans must compliment your whole look. Work with the rest of your apparel and you may be in for a pleasant surprise.



Source by Nathan Nelson

Pattern of Continuity: Bulgarian Flag

Bullish Flag is occurred when market moves upward followed by a pause or sideways to lower trading for a few price bars / candlesticks, then market continues to move upward. The flag is usually too short in duration to actually have reaction highs and lows, the price action just needs to be contained within two parallel trend lines.

Draw bullish trend line on chart. It is located just before the flag pattern. Then identify the long candlestick which is similar to a pole. Usually market price moves higher and creates at least the same length as pole's length.

When market price reach the same length as pole's (after flag pattern) then it is the right time for us to exit from market.

Some forex book may recommend you to use this pattern to determine buy signals. But I do not. Since this technique is not that accurate. But this technique helps a lot when I already have open position.

That means when I buy a certain pair and I found a Bulgarian Flag pattern, I'll hold the order to exit after market price creates the same length with the pole's length.

Click here [http://bullish-flag.blogspot.com] to read more about this article and see some examples related to the topic.



Source by Ramano Richie

Copper Clad Boards For PCB – Pros and Cons

Using copper clad boards is one of the most cost effective ways to create hobby or prototype printed circuit boards (PCB). A copper clad board is a laminate of non conductive substrate (often fiberglass and epoxy) and copper, that is used to create printed circuit board tracks that connect components of a circuit soldered to it. They are quite cheap, and they can be made into professional looking boards with simple household materials.

Pros:

  • Cheap: Creating your board from a copper clad is most often cheaper than ordering a prototype batch from a manufacturer, since they often charge a setup fee or base price, which when buying a large volume isn’t a problem since it represents a small percentage of the overall order, but when buying one or two boards it can be as much as ten times the cost of a copper clad, plus shipping.
  • Fast: Ordering from a manufacturer can take a long time. Most orders are shipped in five to six days for the basic shipping option, but if you need a board fast you can expect to pay quite a lot more, and it still takes two or three days to arrive. Making a board from a copper clad is very fast, specially if you already have the materials needed at home or in the lab.
  • Customizable: Developing your own copper clad boards has the great advantage of creating custom shapes and sizes, thing that most manufacturers can’t (or won’t) do, or will charge exorbitant fees. This gives you the flexibility to make your circuits fit into odd shapes, or making really small boards.

Cons:

  • Chemicals: To develop a copper clad into a usable pcb, you need to work with some corrosive chemicals to remove the copper in order to create the tracks that connect the components. Using protective equipment, working in a well ventilated area and proper handling could mitigate the dangers, but disposing of spent chemicals is still an issue.
  • The process: The process itself is one of the disadvantages of working with copper clads, as you will be working with heat, special paper and printing of the design if you use the popular toner transfer method. Since you will be doing it yourself and not using professional equipment, there’s a chance of the toner not transferring correctly or etching artifacts, which will make that particular board unusable.
  • Soldermask: Soldermask is that commonly green lacquer that covers most commercially made circuit boards. It covers the copper tracks and allows for easier soldering, specially in high density boards where pads (area where components are soldered to the board) are close together. There are ways to apply a soldermask yourself for a professional appearance, but for hobby circuits that is most of the times purely cosmetic, since the same protection could be achieved by tinning the tracks.
  • Tinning: Tinning of the tracks is another possible con if you don’t go for the soldermask finish. Manual tinning is quite monotonous and prone to bulking, since you are manually applying a layer of tin solder on top of the tracks. There are some chemicals that cover the tracks with a layer of tin, but they are hazardous and require special considerations in use and disposal.

When considering using copper clad boards for your project, have in mind these pros and cons and decide if making your own board is right for you.



Source by Zaakid Mata

Menopause the Musical – Our Guide

Times have changed considerably. Twenty or thirty years ago the menopause was a tabu subject and women did not have all this access to information so they can know what to prepare for. Now there are many sites, publications and non profit organizations that focus on women's health in general and the menopause in particular.

In fact, there is a musical play in theaters that throws a comic eye on the situation at hand.

Menopause the Musical is a play that debuted in 2001 in Orlando. The play is centered about four women at menopause that is discussing the symptoms while doing lingerie shopping at a large mall. All the main topics related to menopause symptoms are taken into sight, including the loss of sexual drive, the loss of short term memory, the night sweats and the chocolate craving.

The play Menopause the Musical is fairly comic and fun to watch, as nowdays is performed in theaters across the world. Among the locations worldwide that this play has been played, one can mention Canada, Australia, Italy, Israel, the UK, South Africa and even South Korea. In fact, the show's producers brag that more than 10 million people all over the world has seen Menopause the Musical.

Menopause the Musical was granted many favorable reviews from specialized media (Chicago Critic, for example, recommends it as a play that will make you laugh so hard, that you'll cry).

The lyrics are well chosen for Menopause the Musical to fit perfectly with the play's overall humorous atmosphere. The play has been adapted from the same book written by Jeanie Linders, the same person who has worked to put it to the scene, also writing all the acclaimed lyrics. As you will watch the play, you may notice that the lyrics in Menopause the Musical parody popular music from the baby boomer era (such as "Stayin 'Awake" and "Puff, My God I'm Draggin').

The play's web site offers a lot of detailed information about the cast of the play in the next location it will be played and it will also offer you many related products in the on-line shop. A part of the income from the tickets sold go to medical, non-profit foundations that are interested in making all the symptoms related to menopause accessible for women worldwide, to help them better cope with this difficult period of their lives.



Source by John Gibb

Sports Program Books, Custom Calendars, Free Printing and Your School's Fundraisers

30%. That's the difference today's schools are seeing in their sports budgets. That's 30% less to spend on new equipment, 30% less to spend on transportation and 30% less that's going to give our kids a complete high school experience. It's also 30% more reason athletic boosters need to get the most out of their fundraisers. Tune in to find out how custom calendars, sports program books and free printing can turn school fundraisers around.

Sports Program Books

Does your school have sports program books? For those of you who do not, these little books are a tremendously powerful fundraising tool for your school. The pages can be filled with pictures of your teams, with custom spots reserved for your seniors, your captains and those random snapshots that really need to be shared.

Then, invite local businesses to be a part of your school's fundraisers. Leave space on each page and in the back of the book specifically for businesses to purchase ad space. Have your students go around and sell that advertising space for a reasonable fee, then put the money from your ads and selling the books at games back into your school's sports budget.

Custom Calendars

Calendars and sports fundraisers do not usually go hand in hand-until they do. The nice thing about calendars is their practicality. Almost everyone sitting in the bleachers at your games and competitions is going to buy a calendar for the year at one point or another, and with a little bit of designer savvy you can make that work for you by filling the pages with your sports schedule, ads from local businesses and yes, pictures of your kids and selling them to friends and family.

These make a fun little souvenir for your team to look back on in August, when hitting the ice each day for hockey practice is nothing but a distant memory.

Free Printing?

The best thing about selling advertising space in your custom calendars and sports program books is that if you can keep the design costs low, you can print them for free-more or less. The advertising you do can cover the cost of printing the books, leaving the money you make selling them through the season as pure profit for you and your team.

Will you always be able to print your books for free? It depends on where you live and how many businesses you can get involved. But it's been done, and with some selling savvy (and some tricks to keep your overhead low) you can do it too.

The bottom line is, your kids deserve to enjoy everything there is to enjoy about their high school experience. That's impossible without the funding you need to keep your programs up and running, and sports program books, custom calendars and savvy selling can make that funding a reality.



Source by Tony Finazzo

It's Official, The Tablet Computer War Is On!

Move over Apple – Make room for a new player and new Tablet Computers to rival the iPad.

Last week, RIM announced the new Blackberry Playbook including a brand new OS built for web browsing, multimedia and more.

Following the breakthrough of e-readers and e-books, as reported in Decisive Magazine, tablet computers are generating more buzz than any other gadgets during 2010.

Just like the iPad, The Blackberry Playbook features a 7 "screen and the device is expected to be available in the United States early 2011. Pre-orders will be taken for the Christmas season. for e-mail functionality than any other company in the category, their venture into tablet computers must be taken seriously.

The Playbook comes loaded with a 1 GHz dual-core processor and a new Tablet OS which supports true symmetric multiprocessing.It includes dual HD cameras for video capture and video conferencing that can both record HD video at the same time, and an HDMI-out port for presenting one's creations on external displays.

The OS is fully POSIX compliant enabling easy portability of C-based code, supports Open GL for 2D and 3D graphics intensive applications like gaming, and will run applications built in Adobe Mobile AIR as well as the new Blackberry WebWorks app platform announced today (which will allow apps to be written to run on Blackberry Playbook tablets as well as Blackberry smartphones with Blackberry 6).

Giants such as Dell, ASUS and Acer have already announced a line-up of tablets to fight for the market share.



Source by James Coleman Taylor

Rene Rofe Lingerie

With the availability of numerous lingerie brands, selecting one for your special occasions could be difficult sometimes. Especially, when you feel a little shy to try them on to make a final choice. Although, all the sexy lingerie brands that are available in the market are good, but there are some that simply define elegance, comfort and sensuality altogether in a wonderful manner.

International intimate Inc. is one such name that’s known for its highly creative and sober designs in women intimate wears. Now more commonly known as Rene Rofe Intimate Lingerie, it is one of the most successful designer-cum-manufacturing houses in the lingerie souk. Rene Rofe, the current CEO and President of the company, is the original founder of the brand who introduced it in the year 1986. The brand offers a complete line of beautiful and high quality ladies and girls’ undergarments, daywear and sleepwear at an affordable price range.

The punch line of the brand – “Sexy has a new name”, itself defines its appeal. From seductive baby dolls to charming camisoles and from sensuous braziers to racy g-strings, one can find a fabulous collection of sexy and suave lingerie. Initially, the brand concentrated only on women’s basic and fashion panties, though sooner it introduced more products including bras, sets, camisoles, teddies, daywear and sleepwear. Available in all sizes, including plus sizes, Rene Rofe lingerie could be the best choice for your special occasions including wedding.

Rene Rofe Lingerie is the perfect blend of style, comfort and that ‘oomph’ factor to allure all eyes that drop on it. The new intimate collection includes a variety of bewitching, stunning and provocative attires, be it teddies, baby dolls or bra sets. All apparels are finely designed using satin, chiffon, lace, mesh, ruffle, net and other such materials with delicate and precise detailing. From elegant plain to wild animal prints, and from floral pattern to lacy styling, the designers have inculcated the most interesting designs along with comfort and ease of wear.

Rene Rofe sexy lingerie is so scintillating that it would certainly turn your man on for that wicked and wonderful intimate moment. All you need is to know a little art of seduction and the rest will be done by the lingerie itself. You don’t have to think too much while buying it, just try it out and see for yourself.

You may browse through the Blisslingerie.net that offers a selective range of sexy Rene Rofe Lingerie at most competitive prices. This online store gives you a holistic collection of branded and affordable intimate wears. Check it out now!



Source by Vrinda Bhardwaj